Zapata Quantum (ZPTA) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on October 9, 2026, to address key governance and operational proposals.

• Shareholders will vote on director elections, a reverse stock split, auditor ratification, executive compensation, and meeting adjournment.

• The record date for voting eligibility is September 9, 2026, with 233,954,484 total voting shares.

Voting matters and shareholder proposals

• Election of three directors for staggered terms (one, two, and three years).

• Approval of a reverse stock split at a ratio between 1-for-2 and 1-for-50 to meet exchange listing requirements.

• Ratification of Weinberg & Company as independent auditor for 2026.

• Advisory vote on executive compensation (say-on-pay) and on the frequency of future say-on-pay votes (recommended every three years).

• Approval to adjourn the meeting if more time is needed for proxy solicitation.

Board of directors and corporate governance

• Board consists of three directors, each nominated for staggered terms; all are current directors.

• Board committees include Audit, Compensation, and Nominating & Corporate Governance, each with defined charters and compliance with SEC and Sarbanes-Oxley requirements.

• Board leadership is separated between CEO and Chairman roles.

• All directors attended over 75% of meetings in 2025.